<p> CONSULTING AGREEMENT</p><p>This agreement dated ______, 20___ by and between ______, Inc. (hereinafter “CLIENT”) and <your company name> (hereinafter “CONSULTANT”), governing professional consulting services to be provided by CONSULTANT on behalf of and in the interest of the CLIENT.</p><p>Scope of Services. Consultant agrees to provide services for CLIENT as listed in Attachment “A” to this agreement, “Scope of Services”.</p><p>Access to Staff and Resources. CLIENT agrees to provide CONSULTANT with timely access to resource information and staff members as necessary and appropriate for CONSULTANT to perform services.</p><p>Payment for Services. In consideration of CONSULTANT’S performance of services, CLIENT agrees to pay the fee for services plus agreed to expenses as provided for by Attachment “B” to this agreement, “Payment For Services”.</p><p>Independent Status. CONSULTANT is an independent contractor and CONSULTANT and CONSULTANT’S staff shall not be deemed to be employee(s) of CLIENT. CONSULTANT reserves the right to determine the manner, method and means by which services will be performed as well as to set the hour of work and schedule that will be followed by CONSULTANT, including the schedule to be followed when work is performed at the CLIENT’S place of business.</p><p>Complete Agreement. This agreement, with referenced attachments, constitutes the entire and complete agreement between the parties hereto and CLIENT acknowledges that in entering into this agreement, no reliance is made on any other statements, verbal or written. It may not be changed orally but only by an agreement in writing. It is also acknowledged that it is common for one or more separate/subsequent agreements to be entered into by the parties for specific work including, but not limited to copywriting, business planning/strategies, product/service review and analysis, maximization of customer values, prospecting/marketing systems development, improvement of front end marketing for existing or new products/services, back end marketing systems, products and services joint venture arrangements, licensing, continuity programs, expansion into new/different channels of distribution, etc. This agreement, in no way obligates either party to enter into any such separate or subsequent agreements, and does not preclude any such agreements from being entered into. </p><p>Liability. CONSULTANT warrants to CLIENT that all services provided, material, analysis, assistants, and data employed in connection with this agreement shall be qualified and proper for the services provided. CONSTULTANT makes no other warranties. Additional Services. CLIENT may request and CONSULTANT may agree to provide additional services and/or marketing materials, when requested by CLIENT. CLIENT and CONSULTANT will sign separate agreements detailing the nature of the additional services and/or marketing materials to be provided as well as the terms and conditions of payment for such additional services and/or materials, and the basis on which fees for such additional services shall be established. The signing of this agreement in no way obligates CLIENT to contract for additional services and/or marketing materials with CONSULTANT.</p><p>Notices. For purposes of notices, invoices, payments, and other communications related to this agreement, notices to the CLIENT shall be sent to:</p><p>______, Inc. ______</p><p>And notices to the CONSULTANT shall be sent to:</p><p>______, Inc. ______</p><p>Assignment. This agreement may not be assigned by either party without prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this agreement shall be binding and inure to the benefit of heirs, successors, and assigns of the parties hereto.</p><p>Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.</p><p>Waiver of Breach. The waiver by CONSULTANT of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the CONSULTANT.</p><p>Choice of Law and Venue. This Agreement shall be governed by the laws of the State of ______and any action or proceeding in connection with this Agreement shall be brought in any court of record of the State of ______, County of ______, or in the United States District Court for the ______District of ______, ______Division.</p><p>IN WITNESS WHEREOF, the parties hereto have signed this agreement as of the date first above written:</p><p>CLIENT: ______its______CONSULTANT: ______its______ATTACHMENT “A” TO THE AGREEMENT</p><p>Scope of Services</p><p>This attachment is a part of the agreement and incorporated into the agreement dated ______, 20___ entered into between <your company name> (CONSULTANTS) and ______, Inc. (CLIENT).</p><p>CONSULTANT agrees to provide the following services:</p><p>[NOTE: The following is just an example of services to be provided]</p><p>1. Conduct a one day Diagnostic Interview at a location and a date to be mutually agreed upon.</p><p>2. As a result of the data and information obtained as a result of such Interview, and after receiving all necessary data from CLIENT, CONSULTANT will prepare a written report (REPORT) consisting of a Plan of Action – A written report detailing the recommendations CONSULTANT suggests be implemented in order for CLIENT to realize the goals and objectives stated during the Interview.</p><p>3. The Plan of Action will be delivered to CLIENT at their offices no later than 2-3 weeks of CONSULTANT receiving all the necessary data.</p><p>4. Although it is not usually necessary, at CLIENT’S option, CLIENT may retain CONSULTANT for an additional one or two days of consulting at the CLIENT’S offices to discuss specific aspects of the REPORT, which could include, but not be limited to: the details of the REPORT, possible changes to the REPORT, fine tune certain aspects of the REPORT, classifications or adjustments to the REPORT, redefining goals or objectives, and so on. A final, revised REPORT would then be developed and delivered to the CLIENT subsequent to this additional day of consulting. This optional one or two day(s) of consultant would be charged at the same rate and terms detailed in this agreement. The signing of this agreement in no way obligates CLIENT to hire CONSULTANT for any additional days of consulting or any subsequent projects. ATTACHMENT “B” TO THE AGREEMENT</p><p>Payment For Services</p><p>[NOTE: The following is just a sample of expenses to be covered by client]</p><p>This attachment is a part of the agreement and incorporated into the agreement dated ______, 20___ entered into between <your company name> (CONSULTANTS) and ______, Inc. (CLIENT).</p><p>CONSULTANT agrees to provide the services to CLIENT as specified in Attachment “A” to this agreement, Scope of Services, in consideration of a total fixed price fee of $XXXX per day, plus all airfare expenses, local transportation, meals, and one night of hotel accommodations needed by CONSULTANT; being provided or reimbursed to CONSULTANT. The total fee will be $XXXX for the one day of consulting as described herein. Payment of the fee will be as follows:</p><p>1. $XXXX upon execution of this agreement, and 2. $XXXX balance due, plus any unreimbursed first class travel, transportation/ accommodation expenses incurred by CONSULTANT at the conclusion of the day of consulting. An invoice and receipt will be provided by CONSULTANT to CLIENT upon receipt of final payment and reimbursements.</p><p>Any additional services or marketing materials, if desired by the CLIENT will be provided for, and contracted for, under separate agreements. Depending on the nature of any future services performed by CONSULTANT for CLIENT under any such separate arrangements, some portion of the initial consulting fees paid to CONSULTANT by CLIENT under this agreement may be applied as a credit against any such future services performed by CONSULTANT for CLIENT.</p><p>Checks should be made payable to “<your company name>”.</p>